Terms of Use

These Terms of Use describe the terms and conditions applicable to your access and use of the websites at www.primasource.com. This document is a legally binding agreement between you as the Subscriber(s) of the Sites (referred to as "you", "your", "Subscriber" or "Subscriber" hereinafter) and the PrimaSource entity listed in clause 2.1 below (referred to as "we", "our" or "PrimaSource" hereinafter).

Application and Acceptance of the Terms

Your use of the marketplace site and PrimaSource's services, software and products (collectively the "Services" hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy, the Product Listing Policy and any other rules and policies of the site that PrimaSource may publish from time to time. This document and such other rules and policies of the Sites are collectively referred to below as the "Terms". By accessing the Sites or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the Sites if you do not accept all of the Terms.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with PrimaSource, or (b) you are not permitted to receive any Services under the laws of United Kingdom or other countries / regions including the country / region in which you are resident or from which you use the Services.

You acknowledge and agree that PrimaSource may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.

If PrimaSource has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.

You may be required to enter into a separate agreement, whether online or offline, with PrimaSource or our affiliate for any Service ("Additional Agreements"). If there is any conflict or variation between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.

When a subscriber chooses a service provider from our website, you are provisioning services through a network of independent providers. You acknowledge that they operate a separate and distinct business from PrimaSource. As such, we do not control the manner or method of service to you, exercise no control over the working relationship and do not warrant the service of any subscriber. We urge all Subscribers of the website to be responsible and careful about their use of the website and any transaction entered into as a result using the website.

We disclaim all, and assume no responsibility for, evaluating or verifying the accuracy, suitability or authenticity of any information contained within the profiles or any other information posted by a subscriber on the website. We assume no responsibility for ensuring compliance with any applicable laws, rules and regulations or this agreement. We are not responsible for the conduct, whether online or offline, of any Subscriber of the website. Under no circumstances will we or any of our employees, officers, agents, advertisers or affiliates be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the website, any content posted on the website or any interactions between Subscribers of the website, whether online or offline. We cannot guarantee and do not promise any specific results from use of the website.

You are entirely responsible for all content that is uploaded, posted, or otherwise transmitted through the use of the website. You agree not to upload, post or otherwise transmit content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to PrimaSource or other Subscribers of the website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. PrimaSource reserves the right to edit or remove content that violates these terms, that contains third-party commercial advertisements, or for any other reason it deems necessary. Any use of the website that PrimaSource, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a Subscriber with or without notice.

Provision of Services

You must register as a Subscriber on the Sites in order to access and use some Services. Further, PrimaSource reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Subscribers or subject to other conditions that PrimaSource may impose in our discretion.

PrimaSource may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Subscribers in enjoying that Services.

Subscribers Generally

As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.

You agree to use the Sites or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the "Site Content"), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with PrimaSource, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from PrimaSource is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.

You must read PrimaSource's Privacy Policy which governs the protection and use of personal information about Subscribers in the possession of PrimaSource and our affiliates. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

PrimaSource may allow Subscribers to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that PrimaSource has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.

You agree not to undertake any action to undermine the integrity of the computer systems or networks of PrimaSource and/or any other Subscriber nor to gain unauthorized access to such computer systems or networks.

You agree not to undertake any action that may undermine the integrity of PrimaSource's feedback system, such as leaving positive feedback for yourself using secondary Subscriber IDs or through third parties or by leaving unsubstantiated negative feedback for another Subscriber.

By posting or displaying any information, content or material ("Subscriber Content") on the Sites or providing any Subscriber Content to PrimaSource or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to PrimaSource to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the Subscriber Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the Subscriber. You confirm and warrant to PrimaSource that you have all the rights, power and authority necessary to grant the above license.

Subscriber Accounts

Subscriber must be registered on the Sites to access or use some Services (a registered Subscriber is also referred to as a "Subscriber" below). Except with PrimaSource's approval, one Subscriber may only register one Subscriber account on the Sites. PrimaSource may cancel or terminate a Subscriber's Subscriber account if PrimaSource has reasons to suspect that the Subscriber has concurrently registered or controlled two or more Subscriber accounts. Further, PrimaSource may reject Subscriber's application for registration for any reason.

A set of Subscriber ID and password is unique to a single account. Each Subscriber shall be solely responsible for maintaining the confidentiality and security of your Subscriber ID and password and for all activities that occur under your account. No Subscriber may share, assign, or permit the use of your Subscriber account, ID or password by another person outside of the Subscriber's own business entity. Subscriber agrees to notify PrimaSource immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.

Subscriber agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Subscriber.

Subscriber acknowledges that sharing of your account with other persons, or allowing multiple Subscribers outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to PrimaSource or other Subscribers of the Sites. Subscriber shall indemnify PrimaSource, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Subscriber also agrees that in case of the multiple use of your account or Subscriber's failure to maintain the security of your account, PrimaSource shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Subscriber's account without liability to Subscriber.

Content and Graphics created y PrimaSource Marketing Services can be freely used by any Subscriber on the Premium Plan for the duration of the subscription term and be attributed to PrimaSource Marketing Services as included in the material/s

Subscriber's Responsibilities

Each Subscriber represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.

Subscriber will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the Subscriber account. Each Subscriber represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

Upon confirmation, i.e., expressly clicking the confirmation link via email to become a Subscriber, you consent to the inclusion of the contact information about you and /or your company including any symbols, logos, individual or company related information, case studies, presentations, demos, or any content available in the public domain and/or directly provided by you and/or your company to PrimaSource and/or PrimaSmart, in our Buyer Database and authorize PrimaSource to share the contact information with other Subscribers or otherwise use your personal information in accordance with the Privacy Policy. The responsibility of keeping your and/or company information updated rest solely with you and/or your company or any individual representative registering as you and/or your company.

Each Subscriber represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any Subscriber Content that you submit, post or display; (b) any Subscriber Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party ("Third Party Rights"); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the Subscriber Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.

Each Subscriber further represents, warrants and agrees that the Subscriber Content that you submit, post or display shall:

Be true, accurate, complete and lawful;

Not be false, misleading or deceptive;

Not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;

Not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

Not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;

Not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.

Each Subscriber further represents, warrants and agrees that you shall:

Carry on your activities on the Sites in compliance with any applicable laws and regulations;

Conduct your business transactions with other Subscribers of the Sites in good faith;

Carry on your activities in accordance with the Terms and any applicable Additional Agreements;

Not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);

Not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

Not engage in spamming or phishing;

Not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;

Not involve attempts to copy, reproduce, exploit or expropriate PrimaSource's various proprietary directories, databases and listings;

Not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

Not involve any scheme to undermine the integrity of the data, systems or networks used by PrimaSource and/or any Subscriber of the Sites or gain unauthorized access to such data, systems or networks;

Member may not use the Services and member account to engage in activities which are identical or similar to PrimaSource's IT marketplace business.

Subscriber may not use the Services and Subscriber account to engage in activities which are identical or similar to PrimaSource's IT marketplace business.

If Subscriber provides a business referee, Subscriber represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.

Subscriber agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for PrimaSource's provision of the Services, evaluating whether Subscriber has breached the Terms and/or handling any complaint against the Subscriber. If Subscriber's failure to do so results in delay in, or suspension or termination of, the provision of any Service, PrimaSource shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.

Subscriber acknowledges and agrees that PrimaSource shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. PrimaSource does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Subscriber.

Each Subscriber is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information

Subscriber acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.

Subscriber acknowledges and agrees that each Subscriber is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.

Breaches by Subscribers

PrimaSource reserves the right in our sole discretion to remove, modify or reject any Subscriber Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject PrimaSource or our affiliates to liability, or is otherwise found inappropriate in PrimaSource's opinion.

If any Subscriber breaches any Terms or if PrimaSource has reasonable grounds to believe that any Subscriber is in breach of any the Terms, PrimaSource shall have the right suspend or terminate the Subscriber's account or subscription of any Service without any liability to the Subscriber. PrimaSource shall also have the right to restrict, refuse or ban any and all current or future use of any other Service that may be provided by PrimaSource. PrimaSource may remove such product listing or other Subscriber Content that the Subscriber has submitted, posted or displayed, imposing restrictions on the number of product listings that the Subscriber may post or display, or imposing restrictions on the Subscriber's use of any features or functions of any Service for such period as PrimaSource may consider appropriate in its sole discretion.

Without limiting the generality of the provisions of the Terms, a Subscriber would be considered as being in breach of the Terms in any of the following circumstances:

Upon complaint or claim from any third party, PrimaSource has reasonable grounds to believe that such Subscriber has willfully or materially failed to perform your contract with such third party including without limitation where the Subscriber has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Subscriber has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,

PrimaSource has reasonable grounds to suspect that such Subscriber has used a stolen credit card or other false or misleading information in any transaction with a counter party,

PrimaSource has reasonable grounds to suspect that any information provided by the Subscriber is not current or complete or is untrue, inaccurate, or misleading, or

PrimaSource believes that the Subscriber's actions may cause financial loss or legal liability to PrimaSource or our affiliates or any other Subscribers.

PrimaSource reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, PrimaSource may disclose the Subscriber's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. PrimaSource shall not be liable for damages or results arising from such disclosure, and Subscriber agrees not to bring any action or claim against PrimaSource for such disclosure.

PrimaSource may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Subscriber's use of any Service or the Sites without being liable to the Subscriber if PrimaSource has received notice that the Subscriber is in breach of any agreement and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. PrimaSource shall have the right to publish the records of such breach on the Sites. PrimaSource shall not be required to investigate such breach or request confirmation from the Subscriber.

Each Subscriber agrees to indemnify PrimaSource, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any Subscriber Content, from your use of the Sites or Services, or from your breach of the Terms.

Each Subscriber further agrees that PrimaSource is not responsible, and shall have no liability to you or anyone else for any Subscriber Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Subscriber. PrimaSource reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Subscriber, in which event the Subscriber shall cooperate with PrimaSource in asserting any available defenses.

Transactions Between Buyers and Sellers

Through the Sites, PrimaSource provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. PrimaSource additionally provides electronic web-based transaction platforms for Subscribers to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites subject to the terms of the PrimaSource Transaction Services Agreement. However, for any Services, PrimaSource does not represent either the seller or the buyer in specific transactions. PrimaSource does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.

Subscribers are hereby made aware that there may be risks of dealing with people acting under false pretenses. PrimaSource uses several techniques to verify the accuracy of certain information our paying Subscribers provide us when they register for a paying Subscribership service on the Sites. However, because Subscriber verification on the Internet is difficult, PrimaSource cannot and does not confirm each Subscriber's purported identity (including, without limitation, paying Subscribers). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.

Each Subscriber acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Sites or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Sites. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that Subscriber may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-Subscribers of products or others claiming to have suffered injuries or harms relating to products originally obtained by Subscribers of the Sites as a result of purchase and sale transactions in connection with using the Sites may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks". Each Subscriber agrees that PrimaSource shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

Subscribers are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

Subscriber agrees to provide all information and materials as may be reasonably required by PrimaSource in connection with your transactions conducted on, through or as a result of use of the Sites or Services. PrimaSource has the right to suspend or terminate any Subscriber's account if the Subscriber fails to provide the required information and materials.

In the event that any Subscriber has a dispute with any party to a transaction, such Subscriber agrees to release and indemnify PrimaSource (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

Limitation of Liability

To the maximum extent permitted by law, the services provided by PrimaSource on or through the sites are provided "as is", "as available" and "with all faults", and PrimaSource hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

To the maximum extent permitted by law, PrimaSource makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the sites; PrimaSource does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the sites does not violate any third party rights; and PrimaSource makes no representations or warranties of any kind concerning any product or service offered or displayed on the sites.

Any material downloaded or otherwise obtained through the Sites is done at each Subscriber's sole discretion and risk and each Subscriber is solely responsible for any damage to PrimaSource's computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any Subscriber from PrimaSource or through or from the Sites shall create any warranty not expressly stated herein.

The Sites may make available to Subscriber services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall PrimaSource and our affiliates be held liable for any such services or products.

Each Subscriber hereby agrees to indemnify and save PrimaSource, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such Subscriber's use of the Sites or Services (including but not limited to the display of such Subscriber's information on the Sites) or from your breach of any of the terms and conditions of the Terms. Each Subscriber hereby further agrees to indemnify and save PrimaSource, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from Subscriber's breach of any representations and warranties made by Subscriber to PrimaSource, including but not limited to those set forth in Section 5 hereunder.

Each Subscriber hereby further agrees to indemnify and save PrimaSource, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites. Each Subscriber hereby further agrees that PrimaSource is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each Subscriber. PrimaSource reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with PrimaSource in asserting any available defenses.

PrimaSource shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.

The use or the inability to use the Sites or Services;

Any defect in goods, samples, data, information or services purchased or obtained from a Subscriber or any other third party through the Sites;

Violation of Third Party Rights or claims or demands that Subscriber's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

Unauthorized access by third parties to data or private information of any Subscriber;

Statements or conduct of any Subscriber of the Sites; or;

Any matters relating to Services however arising, including negligence.

The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not PrimaSource has been advised of or should have been aware of the possibility of any such losses arising.

Force Majeure

Under no circumstances shall PrimaSource be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

Intellectual Property Rights

PrimaSource is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with PrimaSource, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by PrimaSource are hereby reserved.

PrimaSource may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

Notices

All legal notices or demands to or upon PrimaSource shall be made in writing and sent to PrimaSource personally, by courier, certified mail, or facsimile to the following address PrimaSource Limited, John Eccles House, Oxford Science Park, Oxfordshire OX4 4GP United Kingdom, Attn: Legal Department. The notices shall be effective when they are received by PrimaSource in any of the above-mentioned manner.

PrimaSource is able to demonstrate that communication, whether in physical or electronic form, has been sent to such Subscriber, or

Immediately upon PrimaSource posting such notice on an area of the Sites that is publicly accessible without charge.

You agree that all agreements, notices, demands, disclosures and other communications that PrimaSource sends to you electronically satisfy the legal requirement that such communication should be in writing.

General Provisions

Subject to any Additional Agreements, the Terms constitute the entire agreement between you and PrimaSource with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

PrimaSource and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

PrimaSource's failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of PrimaSource's right to act with respect to subsequent or similar breaches.

PrimaSource shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of PrimaSource). You may not assign, in whole or part, the Terms to any person or entity.

The Terms shall be governed by the laws of United Kingdom without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of United Kingdom.

Non-Circumvention

During the term of this agreement and for two years thereafter, no subscriber shall directly or indirectly, circumvent, initiate, solicit, negotiate, contract or enter into any business transactions with any sourcing expert or advisor introduced through the website without our consent. In case of such circumvention, subscriber agrees and guarantees that such will pay a legal monetary penalty that is equal to the service fee that would have realized in such transactions, had the subscriber not circumvented our rights under this agreement.

Subscriber Account Security

Subscribers are responsible for maintaining the confidentiality of your Subscribername and password. You shall not disclose your password to any unauthorized third party and will take sole responsibility for any activities or actions under your Subscriber account, whether or not you have authorized such activities or actions. You agree to (a) immediately notify us of any unauthorized use of your Subscribername or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this provision.